Series Seed · Industrial process-heat electrification · Proposed $1.0M check for 5.0% entry ownership.
Every score, ownership %, MOIC, IRR, and fund-math figure in these pages is computed by the kit's deterministic engine — the same scorecard and portfolio logic you run free on the site. Nothing here is an LLM guess; identical inputs always produce these identical numbers, and each is reconcilable by hand.
This memo follows the arc every institutional committee reads a deal through — from the one-line diagnosis, through the section-by-section analysis, to the transformation it implies and the concrete action it triggers.
Recommendation: INVEST — with conditions. Screening score 73/100 ("Promising"). Check $1.0M for 5.0% entry, diluting to a modeled 3.28% at exit.
What Halden Thermal is: a solid-state thermal-storage company. Its bricks charge on cheap off-peak grid electricity and discharge 400–600 °C process heat during the day, letting mid-size industrial sites replace gas boilers. It sells the unit plus a heat-as-a-service contract.
The one-sentence thesis: industrial process heat is ~20% of global energy demand with almost no electrified option today; if Halden's brick hits its installed-cost-per-kWh target, it becomes the default retrofit for the mid-size industrial boiler — and this returns our fund if it reaches even a low-single-digit share before a strategic acquires it.
Why "with conditions," not a clean yes: three things must be true, and two are not yet observable. The cost advantage is real but tariff-specific (it may not generalize off the lighthouse grid); the team has never built a repeatable manufacturing line; and two core patents are held personally by the CTO, not yet assigned to the company — a fatal-class red flag until it clears. Our yes is conditioned on those closing.
Educational analysis — not investment, legal, or tax advice. Halden Thermal is fictional; every figure is engine-computed to illustrate method, not to forecast any real outcome.
Your number, before any prose. This is the diagnosis an IC wants in the first ten seconds.
Five dimensions, weighted for the seed stage (traction can't carry a pre-seed's weight; by seed it starts to). Each bar is rating ÷ 5 × weight; the bars sum to the 73.
You supply every rating; the engine only makes your judgment explicit, weighted, and reproducible.
So a partner — or an LP — can check every number you present, not just trust it.
Want a slower walk-through? The MOIC vs IRR and dilution + preference guides work each one by hand on a real example.
An institutional committee doesn't read a memo for prose; it reads to find the one number or claim that isn't defensible, and it stops there. This memo is built to survive that read. Three conventions run through every section:
Not "here is the market" — but "here is why the market question decides whether you write this check." The reader should never wonder why a section exists.
A small What you told us → what this computed box appears in each major section, so a reader sees exactly which of your inputs drove which output. Nothing is asserted without its source.
Where the engine produces a figure — a score, an ownership %, a MOIC — the memo shows the arithmetic beside it. Example: base-case MOIC = (exit × diluted %) ÷ check = ($250M × 3.28%) ÷ $1.0M = 8.2×. A numerate LP can verify it in their head. This is the discipline that separates an institutional memo from a founder's optimistic recap.
In your real report these come from your intake form. Here they are the fictional Halden inputs — labeled — so you can trace every downstream number.
| Intake field | Halden value (fictional) | Drives |
|---|---|---|
| Company & one-line | Halden Thermal — thermal-storage bricks for industrial heat | §1 thesis |
| Stage | Seed | scorecard weights · comps set |
| Round: raise / pre / post | $4.0M / $16.0M / $20.0M | §5 valuation · §6 ownership |
| Your check | $1.0M | entry % · MOIC · fund math |
| Reachable buyers | ~48,000 in-band sites | §2 bottom-up SOM |
| Avg contract value | ~$1.4M installed + service | §2 SOM · §5 forward method |
| Realistic penetration | 3% over 10 yrs → ~1,440 sites | §2 SOM |
| Dimension ratings | Team 4 · Market 4 · Product 3 · Traction 3 · Terms 4 | 73/100 score |
| Red flags checked | IP not yet assigned (fatal-class) | conditions the recommendation |
| Fund size / positions / reserves | $25M / 22 / 40% | §6 construction checks |
| Target ownership | 5.0% | §6 ownership-gap check |
| Future dilution assumed | Series A −20%, Series B −18% | §6 diluted % → 3.28% |
| Exit scenarios | $50M / $250M / $800M · 7-yr hold | §6 MOIC / IRR grid |
| Senior preference (downside) | $40M stack ahead of common | §6 downside waterfall |
Every headline figure in Parts II–IV traces back to a row above. When you run your deal, you change these inputs and the same engine re-derives your version of every table in this document. That is the whole promise: your inputs → your report.
All values fictional and for illustration. Educational analysis — not investment, legal, or tax advice.
State what the company does and the one-sentence reason to write the check — before any detail.
Halden Thermal builds solid-state thermal-storage bricks that let industrial sites — food processing, chemicals, paper — replace gas boilers with off-peak electricity: charge the brick with cheap night-time grid power, discharge process heat at 400–600 °C during the day. They sell the unit plus a heat-as-a-service contract.
Fictional company; illustrative figures. Educational analysis — not investment, legal, or tax advice.
We invest because industrial process heat is ~20% of global energy demand and has almost no electrified option today, and this returns the fund if Halden's brick hits its installed-cost-per-kWh target and becomes the default retrofit for the mid-size industrial boiler before a strategic acquires it.
Note the shape: a reason to believe, and an explicit condition under which it returns the fund. A thesis without the second half is a hope, not a thesis.
Everything after this page tests exactly three claims. Naming them now lets the reader hold you to them:
For this to matter to a $25M fund, one position needs to be capable of returning a meaningful fraction of the fund. We carry that question — is Halden a plausible fund-returner? — into §6, where the cap-table math answers it with a number: at our modeled 3.28% diluted stake, a $500M+ exit returns roughly the whole fund from this one position (§6 shows the reconciliation).
Two revenue lines, deliberately sequenced so the second de-risks the first:
| Line | What it is | Unit economics (illustrative) |
|---|---|---|
| Hardware (unit sale) | The containerized thermal-storage unit, sold or financed | ~$1.0M / unit |
| Heat-as-a-service | Multi-year contract: Halden guarantees delivered thermal-kWh at a price below the site's gas cost | ~$0.4M / yr recurring |
| Blended contract value | Unit + first years of service, per site | ~$1.4M |
The heat-as-a-service line is the strategically important one: it converts a lumpy capital sale into recurring revenue, aligns Halden with the customer's actual cost savings, and — over many sites — builds the operating dataset that becomes the moat (§3).
This figure is an input you supplied, not an engine output — but it feeds two engine outputs downstream, so the memo states its basis plainly:
Because the same input drives both, an inconsistency would show immediately — a discipline cheap templates lack, where market size and valuation are argued from separate, unlinked numbers.
The thesis makes three promises; the next seven sections keep or break them:
| Thesis claim | Tested in | Verdict preview |
|---|---|---|
| Large, reachable, inflecting market | §2 Market | Holds — bottom-up SOM ~$2.0B |
| Cost advantage that generalizes | §3 Product | Conditional — tariff-specific today |
| This team can win this race | §4 Team | Mostly holds — one gap |
| Price is fair vs comps | §5 Valuation | Fair — not cheap |
| Return survives the cap table | §6 Waterfall | Fragile downside — size for it |
| Risks are survivable / observable | §7 Risks | One fatal-class flag — conditioned |
Prove a large, reachable, inflecting market — bottom-up, with a worked correction of the founder's number.
Founder's slide: "$400B process-heat TAM." That is the entire global fuel spend on industrial heat. It is true and useless: Halden cannot sell to a blast furnace at 1,200 °C, and cannot sell to a site with no off-peak electricity tariff. Repeating $400B in your memo would tell an LP you didn't do the work.
We scope to what Halden can actually reach: mid-size industrial sites in the 100–500 °C heat band, in grids with a real day/night price spread, in the target geographies. The next pages build that number from the ground up.
The honest way to size a market: reachable buyers × realistic contract value × achievable penetration. Show the arithmetic so a reader can push on any single input.
| Input | Value | Basis (you supply · we structure) |
|---|---|---|
| Global industrial sites w/ process heat | large | Not the market — the funnel top |
| In the 100–500 °C addressable band | subset | Above this band, storage bricks don't reach temperature |
| In grids w/ a real off-peak price spread | subset | No spread → no savings → no sale |
| In target geographies (yr 1–10) | ~48,000 | Reachable sites — the real denominator |
| × Realistic 10-yr penetration | 3% | ~1,440 sites — deliberately conservative |
| × Avg contract value / site | ~$1.4M | Unit + service (from §1) |
| Bottom-up SOM (installed value, 10-yr horizon) | ≈ $2.0B | 1,440 × $1.4M ≈ $2.0B |
Why $2.0B beats $400B in this memo: it is a number Halden can be held to. It says "we know our buyer, our temperature band, our grid constraint, and our realistic share." An LP reading it concludes the founders — and you — have done the work. A $400B headline says the opposite.
A single-point SOM is a target for skeptics. Showing the range pre-empts the objection and demonstrates you understand which input actually moves the number.
| Scenario | Reachable sites | Penetration | ACV | SOM |
|---|---|---|---|---|
| Bear (tariff spread narrows) | 30,000 | 2% | $1.2M | ≈ $0.7B |
| Base (this memo) | 48,000 | 3% | $1.4M | ≈ $2.0B |
| Bull (mandates accelerate) | 60,000 | 5% | $1.6M | ≈ $4.8B |
The swing input is penetration, not site count. Doubling penetration from 3% to 6% roughly doubles the SOM; tripling the site count without penetration barely moves it, because unreachable sites don't buy. This tells you where to concentrate diligence: on the rate at which Halden can convert reachable sites — i.e. sales-cycle length and reference-ability — not on the addressable-universe headline.
"Why now" separates a real inflection from a founder who's simply arrived. Three things changed in the last ~24 months — and, critically, not before:
The incumbent (gas boilers + fuel supply) is enormous, consolidated, and not defending this niche — process-heat electrification is beneath the notice of the majors today. That gives Halden a fragmented, under-served beachhead. The wedge (food processing, 100–500 °C) expands into adjacent bands and geographies as the spread inverts in more grids — a beachhead that widens, not a feature.
| Alternative | What it offers | Where Halden wins / loses |
|---|---|---|
| Gas boiler (incumbent) | Cheap capex, known, financeable | Halden wins on delivered heat cost where the spread inverts; loses where it doesn't |
| Electric resistance / heat pump | Direct electrification | Halden wins on peak-demand charges (it shifts load to off-peak); heat pumps struggle at 400–600 °C |
| Molten-salt / other storage startups | Similar thesis, different medium | Comparable stage; Halden's edge is claimed medium cost + service model — unproven at scale |
| Hydrogen for heat | Long-horizon decarbonization | Far less mature / costlier today; not a near-term competitor |
The honest read: Halden's real competition at seed is the status quo gas boiler, not another startup. Winning means beating "do nothing," which is why the cost claim (§3) is the whole ballgame.
The scorecard rates Market a 4/5, contributing 20.0 points at seed weighting (25% × 4/5 × 20 = 20.0). Here is the anchor that earns the 4 rather than a 3 or a 5:
| Rating | What it would take | Halden |
|---|---|---|
| 5 | Bottom-up SOM with sources, undeniable "why now," wedge that visibly expands, comps confirm scale | — |
| 4 | Credible bottom-up SOM · clear "why now" · expanding wedge — with one geo/tariff dependency | ◄ here |
| 3 | Plausible market but "why now" is soft or SOM is hand-wavy | — |
| 1–2 | Top-down headline, no path to a real buyer, no "why now" | — |
Why 4 and not 5: the market is real and well-scoped, but the "why now" leans on a tariff spread that is jurisdiction-specific — a genuine dependency, not a fatal one. Honesty here (4, not a reflexive 5) is what makes the rest of your ratings credible to an LP.
Establish the product is real, better on an axis buyers pay for, and building a compounding moat.
One 2 MWh pilot skid running 7 months at a lighthouse food-processing site · bench data on the storage medium · a reference-able customer who confirmed uptime on a call.
The containerized, factory-produced unit · the remote charge-optimization software · any second-site deployment on a different tariff.
Being explicit about this line is itself a credibility signal. A memo that blurs pilot and roadmap invites an LP to assume the worst about both.
Industrial buyers do not pay for "innovation." They pay for a lower, predictable cost per delivered thermal-kWh. That is the only axis that matters — so it's the only one we underwrite.
| Metric (at the lighthouse site's tariff) | Gas boiler | Halden brick | Delta |
|---|---|---|---|
| Cost per delivered thermal-kWh (illustrative) | 1.00× | 0.78× | −22% |
| Peak-demand charge exposure | n/a | shifted off-peak | avoided |
| Carbon-penalty exposure | full | near-zero | avoided |
A weak memo says "cheaper." A strong one says "22% cheaper, at this tariff, and here's why it may or may not hold elsewhere." Quantifying the advantage and its boundary is what turns a product claim into an underwritable one.
Two moat candidates, honestly graded:
| Candidate moat | Compounds? | Honest grade |
|---|---|---|
| Storage-medium formulation (patent pending) | Weakly — patents can be designed around | Real head start, not a durable wall |
| Operating dataset of charge/discharge curves across tariffs & sites | Yes — every deployment feeds the optimization software; more sites → better model → lower cost → more sites | The compounding moat |
| Switching cost (multi-year heat-service contracts) | Yes — once installed, ripping out is costly | Supporting moat |
You don't need to be a materials scientist to underwrite this — but you need to know which questions to send to one. The kit's discipline: list the specialist questions, mark which are answered, route the rest to diligence.
| Question for a technical diligence advisor | Status |
|---|---|
| Does the storage medium degrade over thousands of charge cycles? | Bench data only — needs field validation |
| Round-trip efficiency at the target 400–600 °C band? | Demonstrated at pilot scale |
| Does efficiency hold when scaled to the containerized unit? | Unproven — the manufacturability risk |
| Safety / permitting for high-temp storage on an industrial site? | Pilot is permitted & operating |
"I'm underwriting a thermal-storage seed. Two things I can't judge: cycle-life degradation of the medium, and whether pilot-scale round-trip efficiency survives the jump to a containerized unit. Can you review their bench data and tell me if these are engineering problems or physics problems?"
The distinction — engineering problem (solvable with money and time) vs. physics problem (may not be solvable) — is the one that should change your check.
A pilot is only evidence if the customer's behavior confirms the value. On the reference call the lighthouse site confirmed:
Product & Moat rates 3/5, contributing 13.2 points at seed weighting (22% × 3/5 × 20 = 13.2). This is the rating that keeps the deal honest.
| Rating | Anchor | Halden |
|---|---|---|
| 5 | In-market, clearly better on the axis buyers pay for, compounding moat visibly forming | — |
| 4 | Better on the paid axis + a moat that's started, one dependency | — |
| 3 | Real product, advantage demonstrated but not yet generalized; moat plausible but early | ◄ here |
| 1–2 | Slideware / thin wrapper; "moat" is being first | — |
Why 3 and not 4: the advantage is real but tariff-locked, and the compounding moat (the dataset) barely exists yet with one site. Rating it a 4 would over-credit a single pilot. The 3 is the intellectually honest score — and it's the score that makes your Market 4 and Team 4 believable rather than boosterish.
Answer why THIS team wins THIS specific race — with evidence, not adjectives.
CTO: nine years on high-temperature materials at a national lab. This is not a résumé line — it's the source of the storage-medium formulation and two of the three pending patents. She has spent a decade on exactly the physics this company depends on.
CEO: previously sold industrial heat-recovery systems. She knows the industrial-buyer procurement cycle cold — the 9–18 month sales motion, who signs, what kills a deal. For a company whose #1 risk is sales-cycle conversion (§2), that is the precisely-right founder.
| Claim | Evidence (not a pitch) | Grade |
|---|---|---|
| Can build the core technology | Shipped & operated the 2 MWh pilot skid themselves | Strong |
| Can sell to industrial buyers | CEO's prior heat-recovery sales record; landed the lighthouse deal | Strong |
| Can manufacture at repeatable scale | No one on the team has built a production line | Gap — the next hire |
| Can hire ahead of the curve | Attracted a lab-grade materials team pre-seed | Encouraging |
No repeatable-manufacturing leader. This is the single biggest team risk, and it's specific and hireable — which is better than a vague "team might not scale." §8 makes a named manufacturing-ops hire a milestone before Series A.
The team section is also where cap-table hygiene surfaces — because misaligned founders are a top killer of seed deals in confirmatory diligence.
| Alignment check | Status |
|---|---|
| Co-founder equity split documented | Yes — 55/45 CEO/CTO, papered |
| Standard 4-yr vesting w/ 1-yr cliff | Yes — in place |
| Any departed founder holding dead equity? | No overhang |
| IP assigned from founders to the company | NO — two patents held personally by CTO (fatal-class flag) |
A memo that says "great team" without a reference plan is asking the reader to take your word. Name the calls and your prediction for each — then a partner can check whether reality matched your read.
| Who | What you're testing | What you expect to hear |
|---|---|---|
| Lighthouse customer's plant manager | Is the value real to the buyer? | "Uptime held; we're considering a second unit" |
| CTO's former national-lab lead | Is she the real technical source? | "She drove the materials work, not a follower" |
| A buyer from the CEO's prior company | Can she actually close industrial deals? | "She ran our procurement well; we'd buy from her again" |
| An early engineer who left (if any) | Any founder-conflict overhang? | "Amicable / no equity dispute" |
Writing your expectation before the call is a discipline: it turns references from a formality into a test you can fail.
Team rates 4/5, contributing 22.4 points — the largest single contribution at seed (28% × 4/5 × 20 = 22.4).
| Rating | Anchor | Halden |
|---|---|---|
| 5 | Direct hard-won insight + shipped evidence + can hire ahead + clean alignment, no gaps | — |
| 4 | Strong founder-market fit + shipped evidence, with one nameable gap | ◄ here |
| 3 | Good team, but insight is generic or evidence is thin | — |
| 1–2 | Assembled around a trend; no shipped evidence; unresolved ownership | — |
Why 4 and not 5: two of the three "why this team wins" claims are backed by shipped evidence (pilot + landed deal), but the manufacturing gap and the unresolved IP assignment keep it off a 5. The 4 is generous-but-defensible; a 5 would ignore two real holes.
Anchor the price to comparable financings and a defensible method — not to the founder's ask.
Three fictional peer thermal / long-duration-storage seed rounds, all with a working pilot at the time of raise:
| Peer (fictional) | Pre-money | Raised | Stage marker at raise |
|---|---|---|---|
| Peer A — molten-salt storage | $12M | $3M | Bench + first pilot install |
| Peer B — brick storage | $18M | $4.5M | Pilot + one signed expansion |
| Peer C — phase-change storage | $22M | $5M | Two pilots, two grids |
| Halden Thermal | $16M | $4M | One pilot, one grid, reference-able |
Where Halden sits: mid-pack. Cheaper than Peer B and C, richer than Peer A. That's reasonable given one operating pilot and a reference-able customer — and would be rich if the cost claim doesn't generalize (Peer C, priced higher, already had two grids validated). The comp set says: fair, with an asterisk that points straight back to §3's tariff-dependency.
Comps tell you what the market pays; a forward method tells you what the price implies the company must become. If the two meet in the middle, the price is defensible.
| Step | Value | Basis |
|---|---|---|
| Plausible next-round ARR (~4 yrs) | ~$6M | ~1,000 service contracts × ~$0.4M, ramped |
| × Conservative forward multiple | ~4× | Deep-tech infra, discounted (not SaaS multiples) |
| Implied next-round post | ~$24M | $6M × 4× |
| Discount back to today | — | Consistent w/ a $20M post only if on-plan |
The two methods meet at "fair, not cheap." Comps put Halden mid-band; the forward method says today's $20M post is justified only if execution tracks toward ~$6M ARR in four years. Neither method screams bargain. That's an honest read — and far more useful to an LP than "great price."
Price is only half the terms question; the other half is whether the check buys enough ownership to matter to your fund. This is a portfolio-construction check the engine runs directly.
The check clears the floor. If it hadn't, the memo would either recommend a larger check or flag the deal as ownership-inefficient for the fund — a decision cheap templates never surface because they don't link the check to the fund's construction math. §6 runs the full construction check.
A memo should tell you what you'd do at a different price, so you walk into the negotiation knowing your lines.
| Scenario | Pre / post | Your 5% costs | Read |
|---|---|---|---|
| They hold at ask | $16M / $20M | $1.0M | Fair — proceed on conditions |
| They push to | $20M / $24M | $1.2M | Rich — above comp band vs. one-grid validation |
| You negotiate to | $13M / $17M | $0.85M | Attractive — better cushion for the downside |
Your line: at $20M+ pre with only one validated grid, the price detaches from the comp band and the deal's risk/reward tilts wrong — that's a pass-or-renegotiate. At the ask or below, the conditions in §8 (not the price) are the gating items.
Terms rates 4/5, contributing 8.0 points at seed weighting (10% × 4/5 × 20 = 8.0).
| Rating | Anchor | Halden |
|---|---|---|
| 5 | Defensible vs comps · funds a real milestone · check fits ownership + construction perfectly | — |
| 4 | Fair vs comps · funds a milestone · check clears the floor — priced full, not cheap | ◄ here |
| 3 | In-band but funds mostly runway; ownership marginal | — |
| 1–2 | Priced on hype vs comps; check can't move the fund or overexposes it | — |
Why 4: price is in-band, the raise funds a real de-risking milestone (second-grid pilot + ops hire, not just runway), and the check clears the ownership floor. It's not a 5 only because the price is full rather than a bargain.
Show what YOUR position is worth across exits, after dilution and liquidation preferences — the math cheap templates get wrong.
Three steps: (1) dilute your entry ownership through future rounds; (2) run each exit scenario through the preference stack; (3) compute MOIC and IRR on what actually reaches you. Every figure below is produced by the kit's portfolio engine and reconciled by hand on the page.
You do not exit at your entry ownership. Every subsequent round and option-pool refresh dilutes you. The engine compounds the dilution: diluted = entry × Π(1 − dᵢ).
| Event | Ownership before | Dilution | Ownership after |
|---|---|---|---|
| Entry (this Series Seed) | — | — | 5.00% |
| Series A (incl. option-pool top-up) | 5.00% | −20% | 5.00% × 0.80 = 4.00% |
| Series B (incl. option-pool top-up) | 4.00% | −18% | 4.00% × 0.82 = 3.28% |
| Diluted ownership at exit | 3.28% |
Preferred shareholders get paid before common at exit. If later rounds raise money at 1× (or worse) preferences, that senior money sits ahead of you and eats the first dollars of any exit. The engine models: proceeds-to-common = max(exit − senior preference, 0).
In our downside modeling we assume a $40M senior preference stack (Series A + B preferred, ~1× non-participating, paid first). Here's what that does to a modest exit:
| Exit | Senior pref ahead | To common | Effect |
|---|---|---|---|
| $50M (downside) | $40M | $10M | 80% of the exit is gone before common sees a dollar |
| $250M (base) | $40M* | $210M–$250M | Pref is immaterial at a healthy exit |
| $800M (upside) | $40M* | ~$800M | Immaterial |
*At healthy exits preferred typically converts to common to capture upside, so the pref effectively falls away; the memo models the downside with the pref binding and the base/upside with conversion — the conservative, standard treatment.
Our $1.0M check, 3.28% diluted, 7-year hold. Every cell is engine-computed; the reconciliation is on the next page.
| Scenario | Exit equity value | Senior pref | To common | Our proceeds (3.28%) | MOIC | IRR (7yr) |
|---|---|---|---|---|---|---|
| Downside | $50M | $40M | $10M | $0.33M | 0.33× | — |
| Downside (no pref binding) | $50M | $0M | $50M | $1.64M | 1.64× | ~7.3% |
| Base | $250M | $0M | $250M | $8.20M | 8.2× | ~35.1% |
| Upside | $800M | $0M | $800M | $26.24M | 26.2× | ~59.5% |
The shape of this deal: a real loss in the downside, a genuine multi-bagger in the base, a fund-mover in the upside. That's the honest venture-return distribution — not a smooth line. The job of §8 is to size the position so the downside is survivable and the upside is meaningful.
Every figure in the grid, derived by hand. This is what "defensible" means: not "trust the model" but "here's the arithmetic."
| Figure | Formula | Result |
|---|---|---|
| Diluted ownership | 5.00% × 0.80 × 0.82 | 3.28% |
| Base proceeds | $250M × 3.28% | $8.20M |
| Base MOIC | $8.20M ÷ $1.0M | 8.2× |
| Base IRR | 8.2^(1/7) − 1 | ~35.1% |
| Upside proceeds | $800M × 3.28% | $26.24M |
| Upside MOIC | $26.24M ÷ $1.0M | 26.24× |
| Upside IRR | 26.24^(1/7) − 1 | ~59.5% |
| Downside to-common | max($50M − $40M, 0) | $10M |
| Downside proceeds | $10M × 3.28% | $0.33M |
| Downside MOIC | $0.33M ÷ $1.0M | 0.33× |
A great deal in the wrong-sized position is a portfolio mistake. The engine runs your check against your fund's construction: a $25M fund, 22 planned positions, 40% reserves, 5% target ownership.
| Construction check | Value | Read |
|---|---|---|
| Initial capital (after 40% reserves) | $15.0M | $25M × 0.60 |
| Avg initial check | $681,818 | $15.0M ÷ 22 |
| This check vs avg | 1.47× | Below the 1.75× concentration warning |
| Implied ownership | 5.0% | = target · gap 0.0pt ✓ |
| Position as % of fund | 4.0% | Well under the 15% cap |
| Fund-returner exit (at 5% entry) | $500M | $25M ÷ 5.0% |
Engine warnings triggered: none. The check is a healthy 1.47× the average — a conviction position, not a reckless one — hits the ownership target exactly, and stays well within single-position limits.
The question the thesis raised on page 8, answered with a number. On a $25M fund, at our 3.28% diluted stake:
| Scenario | Our proceeds | As multiple of the $25M fund |
|---|---|---|
| Downside ($50M, pref binds) | $0.33M | 0.01× — a near-total loss on this position |
| Base ($250M) | $8.20M | 0.33× of the fund from one position |
| Upside ($800M) | $26.24M | 1.05× — this one deal returns the whole fund |
Verdict: Halden is a plausible fund-returner. The upside case ($800M) returns the entire fund from this single position; even the base case returns a third of it. That is exactly the return profile a $25M seed fund needs from its conviction positions — provided the downside is sized to survive, which it is at 4.0% of fund.
"5% of a $250M exit = $12.5M, a 12.5× — and even the $50M downside is 5% × $50M = $2.5M, a 2.5×. No-brainer."
"3.28% diluted → $8.2M / 8.2× in the base; and the $50M downside is a 0.33× loss once the $40M preference stack is paid first. Fund-returner in the upside, real loss in the downside — size accordingly."
The copied number is off by ~52% on the base case and by ~7.5× on the downside (2.5× vs 0.33×). Underwriting on the copied number, you'd size the position as if the downside were a modest gain instead of a total loss — the exact mistake that blows up a first fund.
All figures engine-computed on fictional inputs. MOIC/IRR are modeling outputs on labeled assumptions, not forecasts. Educational analysis — not investment, legal, or tax advice.
List the ways this loses money, honestly ranked — the section that earns the memo's credibility.
The next pages take each of the top risks in order, with: what would have to be true for it to kill the return, what comfort you'd need, and whether that comfort is observable before you wire.
| # | Risk | Type | Damage × likelihood |
|---|---|---|---|
| 1 | Cost advantage doesn't generalize off the lighthouse grid | Market/technical | High × Medium |
| 2 | Manufacturing risk — no repeatable line | Execution | High × Medium |
| 3 | IP held personally by CTO (not assigned) | Legal (fatal-class) | Fatal until cleared |
| 4 | Preference-stack downside | Financial | Modeled — size for it |
| 5 | Lighthouse customer churns before expansion | Commercial | Medium × Low |
The screening engine treats certain items as fatal-class — they cap the recommendation at "Pass" no matter how high the score, because they quietly kill deals in confirmatory diligence. Halden trips one.
Risk 4 — preference-stack downside. Fully modeled in §6: at a $50M exit the $40M senior preference leaves our 3.28% with $0.33M — a loss. Mitigated by position sizing (4.0% of fund), not by hope. A known, quantified risk beats an unknown one.
Risk 5 — lighthouse churn. If the one reference customer leaves before signing an expansion, the sole proof point evaporates. Lower likelihood (uptime held; expansion discussed) but high signal-value — hence a kill-switch in §8.
Writing the bear case in the founder's strongest voice — not a strawman — is the discipline that tells an LP you underwrote the deal, not the pitch.
Every risk, its mitigation, its owner, and whether it gates the close. This is the artifact you hand your co-investors and revisit at each milestone.
| Risk | Mitigation / comfort needed | Gate |
|---|---|---|
| 1 · Cost doesn't generalize | 2nd-site pilot ≥15% advantage (or funded plan) | Condition (90-day) |
| 2 · Manufacturing | Named ops hire before Series A | Series-A milestone |
| 3 · IP not assigned | Executed assignment to company | Pre-close (fatal) |
| 4 · Preference downside | Position sized to 4.0% of fund | Managed |
| 5 · Lighthouse churn | Monitor; kill-switch if it leaves | Watch |
Fictional risks for a fictional company. Educational analysis — not investment, legal, or tax advice.
State the decision, the check, the conditions, and what would change your mind — unambiguously.
INVEST — with conditions.
Not "lean yes," not "interesting." A decision, followed by the exact terms and the exact things that would flip it.
The recommendation is earned by the preceding seven sections: a 73/100 deal, fair price, plausible fund-returner, with one fatal-class flag that must clear and one core assumption that must be tested. Conditions, not hedges.
| Question an IC asks | This memo's answer |
|---|---|
| What is it & why write the check? | Thermal-storage retrofit for industrial boilers; default retrofit if the cost target holds (§1) |
| Is the market real & reachable? | Yes — bottom-up SOM ~$2.0B, clear "why now," one tariff dependency (§2) |
| Is the product real & defensible? | Real pilot; 22% edge (tariff-specific); dataset moat forming (§3) |
| Can this team win? | Strong founder-market fit + shipped evidence; manufacturing gap (§4) |
| Is the price fair? | Mid-band vs comps; forward method agrees — fair, not cheap (§5) |
| Does the return survive the cap table? | 8.2× base / 26× upside / 0.33× downside — fund-returner if sized (§6) |
| What could kill it? | Cost doesn't generalize · manufacturing · IP flag — all conditioned (§7) |
| So — yes or no? | INVEST, sized to 4% of fund, on two conditions (§8) |
Recommendation is the sample author's, reached by the method on fictional inputs. Not a recommendation about any real security. Educational analysis — not investment, legal, or tax advice.
Everything above analyzed a deal. This part is about what changes for you, the emerging manager, the day you can produce a memo like this on demand.
An LP asks "send me your memo." You have bullet notes and a doc that reads like a blog post. You stall — "I'll clean it up and send it over" — then spend a weekend reverse-engineering the format. You quote 5% ownership; an LP asks about dilution and the preference stack; you don't have the number. Your yes/no reasons come out different every time you explain them.
The same request gets a same-day reply with a memo that reads like a fund produced it. You quote 3.28% diluted, not 5%, and can walk the waterfall from memory. Your scorecard makes "why this and not that" identical across every deal. When an LP tries to break a number, they can't — it's sourced and reconciled.
An LP can't always articulate why one memo reads as professional and another as amateur, but they feel it instantly. Here are the five tells this memo hits — and yours will too:
| Tell | Amateur memo | Institutional memo |
|---|---|---|
| The thesis | Buried in paragraph 4 | One sentence, page 1, with a fund-return condition |
| Market size | "$400B TAM" from the founder's slide | Bottom-up SOM with every input sourced |
| Returns | Entry % × exit — ignores dilution + pref | Diluted %, preference stack, reconciled by hand |
| Risks | Three solved risks | Ranked, unsolved, with a written bear case |
| The call | "Lean yes, let's discuss" | One word up front + conditions + kill-switches |
None of these require more intelligence than you already have. They require the structure — which is exactly what the kit hands you, pre-built, with this worked example to pattern-match against.
A memo isn't a one-off artifact. The discipline compounds three ways:
For the Halden deal specifically: the sequence from "promising screen" to "closed position with the flags cleared." Your report generates this timeline from your conditions.
The roadmap isn't busywork — each milestone moves a specific number in §6. Here's how de-risking translates to return confidence:
| Milestone hit | What it de-risks | Effect on the return case |
|---|---|---|
| IP assignment executed | Fatal-class flag | Deal becomes investable at all |
| 2nd-site pilot ≥15% advantage | Cost-generalization (Risk 1) | SOM holds → base/upside exits credible |
| Manufacturing-ops hire | Execution (Risk 2) | Path from skid to financeable unit opens |
| Lighthouse expansion signed | Commercial (Risk 5) | Recurring revenue proof → §5 forward method firms |
Every cleared milestone shifts probability mass from the 0.33× downside toward the 8.2× base and 26× upside. That's the mechanism by which disciplined post-investment work — not luck — improves a venture return.
One position is never underwritten alone. Placed in the $25M / 22-position construction, Halden is a mid-conviction, correctly-sized bet:
| Construction fact | Value | Read |
|---|---|---|
| Halden check | $1.0M | 1.47× the $681,818 average |
| As % of fund | 4.0% | Conviction, not concentration |
| Reserves for follow-on | 40% | Room to defend ownership at Series A |
| Shots on goal | 22 | Enough for a power-law outlier to matter |
If Halden is the outlier ($800M exit), it returns the fund by itself (§6). If it's the loss (downside), it costs 4% of the fund — survivable. That asymmetry, deliberately constructed, is what a well-run seed portfolio is made of. The memo shows an LP you understand that you're building a portfolio, not collecting deals.
Before: "the round looks great, sending you a note." After: "we're in, on two conditions — IP assignment pre-close and a second-tariff pilot plan in 90 days. Here's exactly why." You negotiate from a priced, conditioned position.
Before: "trust me on this one." After: you hand them a 64-page memo + a one-page risk register. They co-invest faster because your work reduces theirs.
This is the desire the whole report is engineered to create: not "I want a template," but "I want to be the person who can produce this, on demand, for every deal." The next part makes that concrete.
The exact words for the three moments an emerging manager freezes. Use them verbatim; they're built from the memo you now hold.
"Absolutely — I'll send the Halden memo today. It's the full workup: screening scorecard, the market build bottom-up, and the cap-table waterfall reconciled through the preference stack. You'll see exactly how I reached invest-with-conditions."
"Five percent at entry, but I underwrite on the diluted number — 3.28% after two rounds and the option pool. At the base-case $250M exit that's $8.2M on the $1M check, an 8.2×. And I've stress-tested the downside: at $50M, the $40M preference stack ahead of us leaves 0.33× — a loss. That's why I sized it to 4% of the fund."
"Same rubric on every deal — team, market, product, traction, terms, stage-weighted. Halden scored 73; the two I passed scored 51 and 44, and both had a fatal-class flag I couldn't get comfortable with. I can show you the scorecard on all three."
| LP objection | Your answer (from this memo) |
|---|---|
| "Your market's only $2B — too small." | "$2B is the bottom-up SOM I can defend, not a $400B headline. At 10% share that's a $200M-revenue business, which supports the exit values in my return grid. I'd rather show you a real number than an impressive one." |
| "That's a rich price for one pilot." | "Mid-band vs three comps, and my forward method agrees it's fair only if they hit ~$6M ARR in four years. I priced it — I didn't accept the ask. Above $20M pre I'd walk." |
| "What if the cost advantage doesn't hold?" | "That's my #1 risk and my #1 condition — a second-tariff pilot within 90 days. If it comes in below 15%, that's a kill-switch. I'm buying an option on generalization, sized so a miss costs 4% of the fund." |
Scripts illustrate method on fictional figures. Educational analysis — not investment, legal, or tax advice.
A report is only worth the actions it sets off. Here's exactly what to do with the Halden deal, and by the same pattern, with yours.
You don't need to reproduce all 64 pages for every deal. The minimum viable IC memo — the version that beats 90% of what emerging managers send LPs — is four moves:
| # | Move | Tool in the kit | Time |
|---|---|---|---|
| 1 | Score the deal on five stage-weighted dimensions + red flags | Scorecard (free on site + in kit) | 5 min |
| 2 | Correct the founder's TAM into a bottom-up SOM | §2 template + worked example | 5 min |
| 3 | Run the dilution + preference waterfall on your check | Portfolio model (in kit) | 5 min |
| 4 | Write the one-word call + conditions + kill-switches | §8 template | 5 min |
Change the stage, ratings, check, dilution, and exit inputs to your deal and the same engine regenerates every table in this document with your numbers. The Halden pages are a worked template, not a fixed report.
A memo is a coordination document. Tear these three sheets out (or copy them) and send them to the right specialist — each is scoped so they can answer in one reply.
"Seed thermal-storage deal. Two questions I can't judge: (1) does the storage medium degrade over thousands of charge cycles? (2) does pilot-scale round-trip efficiency survive scale-up to a containerized unit? I need to know if these are engineering problems or physics problems. Bench data attached."
"Pre-close condition: two core patents are held in the founder-CTO's personal name and must be assigned to the company before we wire. Can you (a) confirm assignability, (b) draft the assignment, and (c) flag any other IP or cap-table cleanup you'd want done pre-close?"
"Sizing a $1.0M initial check into a $20M-post seed, targeting 5% ownership, from a $25M fund with 40% reserves across 22 positions. Please confirm the position is within our LPA concentration limits and model the reserve draw if we follow at Series A to defend ownership."
Each handoff turns a thing you can't do into a thing a specialist does in an hour — while you keep the decision. That division of labor is how a solo manager operates like a firm.
This sample is one worked memo. The kit ships the reusable machinery behind it:
| Deliverable | What it is |
|---|---|
| 8-section IC memo template (Doc + Word) | Every section with its prompt questions and the one mistake that guts it — fill in your deal |
| Three fully-worked sample memos | Halden (deep-tech, this one) + a Web3 deal + a consumer O2O ending in a reasoned PASS — so you see what "good" looks like across sectors and both verdicts |
| Stage-weighted screening scorecard (Sheet) | Reproduces the engine exactly — score any deal, get the band + red-flag capping |
| Cap-table / exit-return model (Sheet) | The reconciled waterfall from §6 — dilution, preference stack, MOIC, IRR — for your own inputs |
| Portfolio-construction checks (Sheet) | The §6 fund-fit checks — check-vs-fund, ownership gap, reserves, fund-returner exit |
The template, all three worked memos, the scorecard sheet, and the cap-table / portfolio model. Yours forever, free updates. This is the artifact that produced the 64 pages you just read. (Ordering is a quick request form for now — payment instructions by email within 1 business day, then the download is delivered on payment.)
Everything in the kit, plus a live walkthrough where we apply the template and scorecard to one of your real deals together. Template-application coaching only — we make your memo stronger; we never render a buy/pass verdict on your company.
Interim ordering: submit the request form, get payment instructions by email within 1 business day, then the download is delivered on payment (hosted checkout coming). Team / accelerator invoicing & bank wire available.
scorecard engine — Team 4·Market 4·Product 3·Traction 3·Terms 4 at seed weighting, fatal-flag capping. Reproducible; identical inputs → identical output.portfolio engine — 3.28% diluted, 0.33× / 8.2× / 26.2× MOIC, ~35% / ~59% IRR, $681,818 avg check, $500M/$762M fund-returner exits. All reconciled by hand in §6.An IR / corporate-development practitioner who wrote real IC investment memos across sectors, ran VC fund-formation work inside a government innovation fund, and took a deep-tech company public end to end through a full exchange listing process, having raised $50M+ across venture rounds, where peer-group valuation and diligence checklists were the day job. The methodology structure is re-derived from public institutional-memo norms (a16z / YC / NVCA-style frameworks and standard disclosure discipline) — no course material, no ex-employer documents, no third-party deal data.
— End of sample memo —